TIDMMAIS
RNS Number : 3341Z
Maistro PLC
17 May 2019
Intended cancellation of admission
Maistro Plc (AIM: MAIS) ("Maistro" or the "Company") announces
that it is proposing to cancel the admission to trading on AIM of
its Ordinary Shares ("Cancellation").
A circular will be published and posted to the Company's
Shareholders on 20 May 2019 setting out further details of the
Cancellation and the implications for the Company's Shareholders
("Circular"). The Circular will also contain a notice convening a
general meeting of the Company ("General Meeting") at which
Shareholders are being invited to consider the proposed
Cancellation, re-registration as a private limited company
("Re-registration") and adoption of new articles of association
(together, the "Resolutions").
The Directors consider these proposals to be in the best
interest of Company and its Shareholders as a whole after
considering, amongst other things, the costs of maintaining trading
in the Ordinary Shares on AIM and the limited free float and
liquidity in the Ordinary Shares and intend to vote in favour of
the Resolutions at the General Meeting.
The Ordinary Shares are expected to continue to be admitted to
trading on AIM until Cancellation, which is expected to be
effective at 7:00 a.m. on 28 June 2019. Further details of the
intended Cancellation, including an expected timetable, are
detailed below.
The Board continues to expect net revenue growth in the current
year and to make progress on a number of key metrics including
broader customer base and improved margins in line with comments
made at the final results in March 2019.
Whilst revenues from the Company's largest customer were slower
than forecast in Q1, the pipeline of opportunities is strong with a
number of large UK corporates expected to start sourcing services
through the Maistro Platform in Q2 and Q3. The Board has
implemented efficiencies in its cost structure to reflect the
greater focus on domestic customers and it expects that the Company
has cash runway into 2020.
The Board expects to raise further capital in the near future to
extend the cash runway to further support business growth.
For further information, please contact:
Maistro plc
David Rowe (Chairman) +44 (0)800 048 8664
Laurence Cook
N+1 Singer (Nominated Adviser and Broker) +44 (0)20 7496 3000
James White (Corporate Finance)
Tom Salvesen/Mia Gardner (Corporate Broking)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS*
Notice provided to the London Friday 17 May 2019
Stock Exchange to notify it of
the proposed Cancellation
Publication and posting of the Monday 20 May 2019
Circular and Form of Proxy to
Shareholders
Latest time and date for receipt 10:00 a.m. on Tuesday 11 June
of completed Forms of Proxy in 2019
respect of the General Meeting
Time and date of the General Meeting 10:00 a.m. on Thursday 13 June
2019
Expected last day of dealings Thursday 27 June 2019
in Ordinary Shares on AIM
Expected time and date of Cancellation 7:00 a.m. on Friday 28 June 2019
* Each of the times and dates in the above timetable is subject
to change. If any of the above times and/or dates change, the
revised times and dates will be notified to Shareholders by a
further announcement.
BACKGROUND AND REASONS FOR CANCELLATION
The Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders in retaining its
quotation on AIM, and believe that Cancellation is in the best
interests of the Company and its Shareholders as a whole. In
reaching this conclusion, the Directors have considered the
following key factors, amongst others:
-- Liquidity in the Ordinary Shares is very poor, with
relatively small trades having a large impact on the price of
Ordinary Shares. The average daily volume year-to-date stands at
just 647,677 (equivalent to GBP8,096 at the current share price of
1.25p) and the year-to-date spread between the bid and offer price
for the Ordinary Shares stands at 13.6%.
-- Liquidity is also impacted by the concentrated Shareholder
register. The top six Shareholders account for over 60% of the
total Ordinary Shares in issue (including the Directors). These
Shareholders subscribed for over 90% of the fund raise in December
2018.
-- The Directors believe that the investment fundamentals of the
business are not well matched to the profile of institutional
investors typically investing in public company fundraises. There
has been very limited appetite for the Company's shares in the last
two years. Additionally, the Directors believe that, following
Cancellation, early stage financial investors, who do not invest in
public companies, may be more likely to invest in a future
fundraise. This could lower dilution to existing investors, which
in the context of expected future fundraises, could be a material
benefit.
-- There is a considerable financial cost, use of management
time and legal and regulatory burden associated with maintaining
the Company's admission to trading on AIM, which the Directors'
believe are disproportionate to the benefits to the Company. It is
estimated that Cancellation will reduce the Company's recurring
administrative costs by over GBP80,000 per annum and these sums can
be better spent investing in the business.
Following careful consideration, the Directors believe that it
is in the best interests of the Company and Shareholders to seek
the proposed Cancellation at the earliest opportunity.
Following the Cancellation, the Board believes that the
requirements and associated costs of the Company maintaining its
public company status will be difficult to justify and that the
Company will benefit from the more flexible requirements and lower
costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in Part II of the Circular.
PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE CANCELLATION
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their interests in the market prior to the
Cancellation becoming effective.
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Cancellation
Resolution. If the Cancellation Resolution is passed at the General
Meeting, it is proposed that the last day of trading in Ordinary
Shares on AIM will be Thursday 27 June 2019 and that the
Cancellation will take effect at 7:00 a.m. on Friday 28 June
2019.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares and while the Directors are
exploring the possibility of putting a trading facility in place,
there is no certainty that such a trading facility will be put in
place to facilitate the trading of the Ordinary Shares;
-- while the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such shares may be adversely affected as a
consequence;
-- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of price
sensitive information or certain events and the requirement that
the Company seek shareholder approval for certain corporate
actions, where applicable, including substantial transactions,
reverse takeovers, related party transactions and fundamental
changes in the Company's business, including certain acquisitions
and disposals;
-- the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;
-- Nplus1 Singer will cease to be nominated adviser to the
Company, and the Company will cease to have an independent
nominated adviser;
-- whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may
be cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through
CREST. In this instance, Shareholders who hold Ordinary Shares in
CREST will receive share certificates; and
-- the Cancellation and Re-registration may have personal
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent tax adviser.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with and subject to
the Companies Act 2006 (the "Law"), notwithstanding the
Cancellation. Shareholders should also note that the Takeover Code
will continue to apply to the Company following the Cancellation
for the period of at least 10 years from the date of Cancellation
subject to the Re-registration occurring. However, the Takeover
Code may cease to apply earlier, if a majority of the Directors
cease to be resident in the UK, Channel Islands or Isle of Man.
Please refer to the Circular for further details of the
implications of Cancellation with respect to the applicability of
the Takeover Code.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends to continue to provide certain
facilities and services to Shareholders that they currently enjoy
as shareholders of an AIM company. The Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Law;
-- continue to hold general meetings for at least 1 year
following the Cancellation and Re-registration where shareholder
resolutions are proposed, although the Company does not propose to
continue to hold annual general meetings following Cancellation and
Re-registration; and
-- continue, for at least 12 months following the Cancellation, to maintain its website, https://www.maistro.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the website as required by the AIM Rules.
In addition, the Company confirms that there is currently no
intention to change the existing Directors following the
Cancellation.
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles with effect from the
Re-registration. A summary of the principal changes being made by
the adoption of the New Articles will be included in the Circular.
A copy of the New Articles will be able to be viewed at
https://www.maistro.com following posting of the Circular.
PROCESS FOR CANCELLATION
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the Notice of
General Meeting set out in Part IV of the Circular contains a
special resolution to approve the Cancellation.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 28 June 2019. Accordingly, if the Cancellation Resolution is
passed the Cancellation will become effective at 7.00 a.m. on 28
June 2019. If the Cancellation becomes effective, Nplus1 Singer
will cease to be nominated adviser of the Company and the Company
will no longer be required to comply with the AIM Rules.
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise.
"AIM" AIM, the market operated by the London Stock
Exchange;
"AIM Rules" the rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by the
London Stock Exchange, as amended from time
to time;
"Business Day" a day (excluding Saturday, Sunday and public
holidays in England and Wales) on which banks
are generally open for business in London
for the transaction of normal banking business;
"Cancellation" the cancellation of admission of the Ordinary
Shares to trading on AIM in accordance with
Rule 41 of the AIM Rules, subject to passing
of the Cancellation Resolution;
"Cancellation Resolution" Resolution 1 to be proposed at the General
Meeting;
"Company" or "Maistro" Maistro Plc, a company incorporated in England
and Wales with registered number 8188404;
"CREST" the relevant system (as defined as the CREST
Regulations) in respect of which Euroclear
is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI2001/3755), as amended;
"Current Articles" the articles of association of the Company
at the date of the Circular;
"Directors" or "Board" the directors of the Company, whose names
are set out in Part 1 of the Circular and
otherwise the directors from time to time.
The Board comprises the directors at any
time or the directors present at a duly convened
meeting at which a quorum is present or,
as the case may be, the directors assembled
as a committee of such Board;
"Form of Proxy" the form of proxy enclosed with the Circular
for use at the General Meeting or at any
adjournment thereof;
"General Meeting" the General Meeting of the Company convened
for 10:00 a.m. on Thursday 13 June 2019and
any adjournment thereof, notice of which
is set out at Part IV of the Circular;
"Nplus1 Singer" Nplus1 Singer Advisory LLP, the Company's
Nominated Adviser and Broker for the purposes
of the AIM Rules, which is incorporated as
a limited liability partnership in England
and Wales with registered number OC364131;
"London Stock Exchange" London Stock Exchange plc;
"New Articles" the new articles of association of the Company
to be adopted pursuant to Resolution 2 with
such principal changes as summarised at Part
II of the Circular, a copy of which will
be available at: https://www.maistro.com
following posting of the Circular;
"Notice of General the notice of General Meeting which is set
Meeting" or "Notice" out in Part IV of the Circular;
"Ordinary Shares" the ordinary shares in the capital of the
Company of 1 penny each and "Ordinary Share"
means any one of them;
"Re-registration" the proposed re-registration of the Company
as a private limited company;
"Resolutions" the resolutions to be proposed at the General
Meeting in the form set out in the Notice
of General Meeting;
"Shareholders" holders of Ordinary Shares from time to time
and "Shareholder" means any one of them;
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCQQLFFKEFEBBQ
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